Exhibit 10.25


 


THIRD AMENDMENT TO THIRD

AMENDED AND RESTATED CREDIT AGREEMENT


 


This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(hereinafter referred to as the “Amendment”) executed as of the 28th day
of June, 2004, by and among EXCO RESOURCES, INC., a Texas corporation (the “Company”),
EXCO OPERATING, LP, a Delaware limited partnership (“Operating”), NORTH
COAST ENERGY, INC., a Delaware corporation (“North Coast”) and NORTH
COAST ENERGY EASTERN, INC., a Delaware corporation (“North Coast Eastern”;
together with the Company, Operating and North Coast, the “Borrowers”),
BANK ONE, NA, a national banking association (“Bank One”), each of the
financial institutions which is a party hereto (as evidenced by the signature
pages to this Amendment) or which may from time to time become a party hereto
pursuant to the provisions of Section 28 of the Third Amended and Restated
Credit Agreement or any successor or assignee thereof (hereinafter collectively
referred to as “Lenders”, and individually, “Lender”), Bank One,
as Administrative Agent (“Agent”), BNP PARIBAS, as Syndication Agent,
THE BANK OF NOVA SCOTIA, as Co-Documentation Agent and TORONTO DOMINION,
(TEXAS), INC., as Co-Documentation Agent. 
Capitalized terms used but not defined in this Amendment have the
meanings assigned to such terms in that certain Third Amended and Restated
Credit Agreement dated as of January 27, 2004, by and among the Borrowers,
Agent and the Lenders (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”).


 


WITNESSETH:


 


WHEREAS,  the Borrowers have requested that the
Agent and the Lenders amend the Credit Agreement to (i) increase the Borrowing
Base to $145,000,000, (ii) modify a financial covenant and the method for
calculating the Borrowers’ compliance with certain financial covenants and
(iii) replace the Pricing Schedule; and Agent and the Lenders have agreed to do
so on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, for
and in consideration of the mutual covenants and agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and confessed, the Borrowers, Agent and the Lenders,
hereby agree as follows:


 


SECTION 1.                            Amendment
to Credit Agreement.  Subject to the
satisfaction or waiver in writing of each condition precedent set forth in Section 3
hereof, and in reliance on the representations, warranties, covenants and
agreements contained in this Amendment, the Credit Agreement shall be amended
in the manner provided in this Section 1.


 


1.1                               Additional
Definitions.  The following
definition shall be and it hereby is added in alphabetical order to Section 1
of the Credit Agreement:


 


1
















 


Combined Revolving Commitment
means the sum of the Revolving Commitment plus the Dollar Equivalent of the
“Revolving Commitment” under and as defined in the Canadian Credit Agreement.


 


Combined Total Outstandings
means the sum of Total Outstandings plus the Dollar Equivalent of the “Total
Outstandings” under and as defined in the Canadian Credit Agreement.


 


Net Working Capital
means (i) all Consolidated Current Assets of the Company and its Subsidiaries
(calculated without including the amount by which the Combined Revolving
Commitment exceeds the Combined Total Outstandings as of such date) minus (ii)
all Consolidated Current Liabilities of the Company and its Subsidiaries, in
each case as set forth in financial statements of the Company prepared in
accordance with GAAP.


 


Surplus Cash means
the lesser of (i) cash and Cash Equivalents of the Company and its
Subsidiaries, on a consolidated basis, and (ii) the amount by which the
Company’s Net Working Capital exceeds zero.


 


Third Amendment Effective Date
means June 28, 2004.


 


1.2                               Amended
Definitions.  The following
definition in Section 1 of the Credit Agreement shall be and it
hereby is amended in its entirety as follows:


 


Consolidated Current Assets
means, as of any date of determination, the total of the consolidated current assets
of the Company determined in accordance with GAAP as of such date, plus,
the amount by which the Combined Revolving Commitment exceeds the Combined
Total Outstandings as of such date, less any amount required to be
included in Consolidated Current Assets as a result of the application of FASB
Statement 133 as of such date.


 


Consolidated Funded Debt
means, as of any date, without duplication and with respect to any Person, the
sum of (x) (i) all obligations for borrowed money or for the purchase
price of property, (ii) all obligations evidenced by bonds, debentures,
notes, bankers’ acceptances or other similar instruments, (iii) all other
indebtedness (including obligations under Capital Leases, other than usual and
customary oil and gas leases) on which interest charges are customarily paid or
accrued, (iv) all guarantees of indebtedness, including reimbursement
obligations with respect to letters of credit, (v) the unfunded or
unreimbursed portion of all letters of credit, (vi) any indebtedness or
other obligation secured by a Lien on assets, whether or not assumed, and
(vii) all liability as a general partner of a partnership for obligations
of that partnership of the nature described in (i) through
(vi) preceding, minus, for purposes of calculating compliance with
Sections 13(c) and 13(e) only, (y) Surplus Cash.


 


1.3                               Amended
Borrowing Base.  Section 7(a)
of the Credit Agreement shall be and it hereby is amended in its entirety as
follows:


 


As of the Third Amendment Effective Date, the
Borrowing Base shall be $145,000,000.


 


1.4                               Amended
Debt Coverage Ratio.  Section 13(c)
of the Credit Agreement shall be and it hereby is amended in its entirety as
follows:


 


2
















 


Debt Coverage Ratio.  The Company will not allow the ratio of its
Consolidated Funded Debt (i) as of the last day of any fiscal quarter ending on
or before March 31, 2005, to its Consolidated EBITDA for the trailing four
fiscal quarter period ending on such date to be greater than 4.35 to 1.00 and
(ii) as of the last day of each fiscal quarter, beginning with the fiscal
quarter ending June 30, 2005, to its Consolidated EBITDA for the trailing
four fiscal quarter period ending on such date to be greater than 4.00 to 1.00;
provided that, in the event any such period includes the date or dates
on which one or more Acquisitions occurred, the Company’s Consolidated EBITDA
shall be adjusted to give effect, on a pro forma basis, to such Acquisitions as
if such Acquisitions occurred at the beginning of such period.


 


1.5                               Amended
Annex A.  Annex A to the Credit
Agreement shall be amended in its entirety by replacing such Annex A with the
Annex A attached hereto.


 


1.6                               Amended
Pricing Schedule.  The Pricing
Schedule shall be amended in its entirety by replacing such Pricing
Schedule with the Pricing Schedule attached hereto.


 


1.7                               Allocation
of Borrowing Base.  The Lenders have
agreed among themselves to reallocate their respective Commitments and to allow
Key Bank, Fortis Capital Corp., Washington Mutual Bank, FA and Wells Fargo
Bank, NA (collectively, the “June 2004 New Lenders”) to acquire an
interest in the Commitments and the Loans. 
After such reallocation of the Commitments, on the date hereof, the
Lenders shall own the Commitment Percentages set forth on Annex A to the Credit
Agreement.  With respect to such
reallocation, each of the June 2004 New Lenders shall be deemed to have
acquired the Commitments and Loans allocated to them from each of the Lenders
pursuant to the terms of the Assignment and Acceptance Agreement attached as
Exhibit E to the Credit Agreement as if the June 2004 New Lenders and the
Lenders had executed an Assignment and Acceptance Agreement with respect to
such allocation.  Each Lender shall surrender
its existing Note and be issued a new Note in a face amount equal to each
Lender’s Commitment Percentage times $250,000,000.  Each said Note to be in the form of
Exhibit ”B” to the Credit Agreement with appropriate insertions.  The funds delivered to Agent by each of the
June 2004 New Lenders to acquire an interest in the Commitments and the
Loans shall be allocated such that after giving effect to such allocation and
payment each of the Lender’s shall own the Commitment Percentages set forth on
Annex A to the Credit Agreement.


 


SECTION 2.                            Reaffirmation of Representations and
Warranties.  Except to the
extent its provisions are specifically amended, modified or superseded by this
Amendment, the representations, warranties and affirmative and negative
covenants of the Company and its Subsidiaries contained in the Credit Agreement
are incorporated herein by reference for all purposes as if copied herein in
full.  The Borrowers hereby restate and
reaffirm each and every term and provision of the Credit Agreement, as amended,
including, without limitation, all representations, warranties and affirmative
and negative covenants.  Except to the
extent its provisions are specifically amended, modified or superseded by this
Amendment, the Credit Agreement, as amended, and all terms and provisions
thereof shall remain in full force and effect, and the same in all respects are
confirmed and approved by the Borrowers, Agent and the Lenders.


 


3
















 


SECTION 3.                            Conditions. 
The amendment to the Credit Agreement contained in Section 1
of this Amendment shall be effective upon the satisfaction of each of the
conditions set forth in this Section 3.


 


3.1                               Execution and Delivery.  The Borrowers shall have executed and
delivered this Amendment, and other required documents, all in form and
substance satisfactory to the Agent.


 


3.2                               Amendment
of Other Agreements.  The Agent shall
have received a fully-executed copy of an amendment to the Canadian Credit
Agreement in the form attached hereto as Exhibit “A”.


 


3.3                               Representations and Warranties.  The representations and warranties of the
Borrowers under this Amendment are true and correct in all material respects as
of such date, as if then made (except to the extent that such representations
and warranties related solely to an earlier date).


 


3.4                               No Event of Default.  No Event of Default shall have occurred and
be continuing nor shall any event have occurred or failed to occur which, with
the passage of time or service of notice, or both, would constitute an Event of
Default.


 


3.5                               Other Documents.  The Agent shall have received such other
instruments and documents incidental and appropriate to the transaction
provided for herein as the Agent or its counsel may reasonably request, and all
such documents shall be in form and substance satisfactory to the Agent.


 


3.6                               Legal Matters Satisfactory.  All legal matters incident to the
consummation of the transactions contemplated hereby shall be reasonably
satisfactory to special counsel for the Agent retained at the expense of the
Borrowers.


 


3.7                               Borrowing
Base Increase Fee.  On the Third
Amendment Effective Date, the Borrowers shall pay to the Agent,  for the ratable benefit of the June 2004 New Lenders, a Borrowing Base increase fee equal to one-quarter of one
percent (.25%) of the amount of the increase in the Borrowing Base from the
amount in effect prior to the effectiveness of this Amendment.  Each June 2004 New Lender’s share of
such fee shall be in the same proportion as such June 2004 New Lenders’
share of the Revolving Commitment bears to the aggregate Revolving Commitments
of all June 2004 New Lenders.  The
Borrowers further agree that any failure on their part to comply with and
perform this covenant shall constitute an Event of Default under the Credit
Agreement.


 


SECTION 4.                            Miscellaneous.


 


4.1                               Additional Representations and Warranties.  The
Borrowers hereby represent and warrant that all factual information, if any,
heretofore and contemporaneously furnished by or on behalf of the Borrowers to
Agent for purposes of or in connection with this Amendment does not contain any
untrue statement of a material fact or omit to state any material fact


 


4
















 


necessary to keep the statements contained herein or therein from being
misleading.  Each of the foregoing
representations and warranties shall constitute a representation and warranty
of the Borrowers made under the Credit Agreement, and it shall be an Event of
Default if any such representation and warranty shall prove to have been
incorrect or false in any material respect at the time given.  Each of the representations and warranties
made under the Credit Agreement (including those made herein) shall survive and
not be waived by the execution and delivery of this Amendment or any
investigation by Agent or the Lenders.


 


4.2                               Indemnification.  The
Borrowers agree to indemnify and hold harmless Agent and the Lenders and their
respective officers, employees, agents, attorneys and representatives
(singularly, an “Indemnified Party”, and collectively, the “Indemnified
Parties”) from and against any loss, cost, liability, damage or expense
(including the reasonable fees and out-of-pocket expenses of counsel to Agent
or the Lenders, including all local counsel hired by such counsel) (“Claim”)
incurred by Agent or the Lenders in investigating or preparing for, defending
against, or providing evidence, producing documents or taking any other action
in respect of any commenced or threatened litigation, administrative proceeding
or investigation under any federal securities law, federal or state
environmental law, or any other statute of any jurisdiction, or any regulation,
or at common law or otherwise, which is alleged to arise out of or is based
upon any acts, practices or omissions or alleged acts, practices or omissions
of the Borrowers or their agents or arises in connection with the duties,
obligations or performance of the Indemnified Parties in negotiating,
preparing, executing, accepting, keeping, completing, countersigning, issuing,
selling, delivering, releasing, assigning, handling, certifying, processing or
receiving or taking any other action with respect to the Loan Documents and all
documents, items and materials contemplated thereby even if any of the
foregoing arises out of an Indemnified Party’s ordinary negligence.  The indemnity set forth herein shall be in
addition to any other obligations or liabilities of the Borrowers to the
Lenders hereunder or at common law or otherwise, and shall survive any termination
of this Amendment, the expiration of the Loan and the payment of all
indebtedness of the Borrowers to the Lenders hereunder and under the Notes,
provided that the Borrowers shall not have any obligation under this
section to the Lenders with respect to any of the foregoing arising out of
the gross negligence or willful misconduct of the Lenders.  If any Claim is asserted against any
Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers
of such Claim (but failure to do so shall not affect the indemnification herein
made except to the extent of the actual harm caused by such failure).  The Indemnified Party shall have the right to
employ, at the Borrowers’ expense, counsel of the Indemnified Parties’ choosing
and to control the defense of the Claim. 
The Borrowers may at their own expense also participate in the defense
of any Claim.  Each Indemnified Party may
employ separate counsel in connection with any Claim to the extent such
Indemnified Party believes it reasonably prudent to protect such Indemnified
Party.  The
parties intend for the provisions of this Section to apply to and protect
each Indemnified Party from the consequences of strict liability imposed or
threatened to be imposed on any Indemnified Party as well as from the
consequences of its own negligence, whether or not that negligence is the sole,
contributing, or concurring cause of any Claim, but not from any portion of
such Claim arising from the gross negligence or willful misconduct of any
Indemnified Party.


 


4.3                               Counterparts. 
This Amendment may be executed in one or more counterparts
and by different parties hereto in separate counterparts each of which when so
executed and


 


5
















 


delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.  However, this Amendment shall
bind no party until the Borrowers, Agent and Lenders have executed a
counterpart.  Facsimiles shall be
effective as originals.


 


4.4                               WRITTEN CREDIT AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED, REPRESENTS
THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN AND AMONG THE PARTIES.


 


4.5                               No Impairment.  The Borrowers acknowledge and agree that the
renewal, extension and amendment of the Credit Agreement shall not be
considered a novation of account or new contract but that all existing rights,
titles, powers, and estates in favor of the Agent and the Lenders constitute
valid and existing obligations in favor of Agent and the Lenders.  The Borrowers confirm and agree that
(a) neither the execution of this Amendment nor any other Loan Document
nor the consummation of the transactions described herein and therein shall in
any way effect, impair or limit the covenants, liabilities, obligations and
duties of the Borrowers under the Loan Documents and (b) the obligations
evidenced and secured by the Loan Documents continue in full force and effect.


 


[Signature Pages Follow]


 


6
















 


IN WITNESS WHEREOF,
the parties have caused this Third Amendment to Third Amended and Restated
Credit Agreement to be duly executed as of the date first above written.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  EXCO RESOURCES, INC.

  
	
   

  	
  a Texas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ J. DOUGLAS RAMSEY

  	
   

  
	
   

  	
  Name:

  	
  J. Douglas Ramsey

  
	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXCO OPERATING, LP

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EXCO Investment II, LLC,

  
	
   

  	
   

  	
  its sole general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  EXCO Resources, Inc.,

  
	
   

  	
   

  	
   

  	
  its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ J. DOUGLAS RAMSEY

  	
   

  
	
   

  	
   

  	
  Name:

  	
  J. Douglas Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH COAST ENERGY, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ J. DOUGLAS RAMSEY

  	
   

  
	
   

  	
  Name:

  	
  J. Douglas Ramsey

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH COAST ENERGY EASTERN, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ J. DOUGLAS RAMSEY

  	
   

  
	
   

  	
  Name:

  	
  J. Douglas Ramsey

  
	
   

  	
  Title:

  	
  Vice President

  
										



 
















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  BANK ONE, NA

  
	
   

  	
  a national banking association

  
	
   

  	
  (Main Office Chicago)

  as a Lender and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ TOM K. MARTIN

  	
   

  
	
   

  	
  Name:

  	
  Tom K. Martin

  
	
   

  	
  Title:

  	
  Associate Director

  



 
















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
  as a Lender and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ DAVID DODD

  	
   

  
	
   

  	
  Name:

  	
  David Dodd

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ BETSY JOCHER

  	
   

  
	
   

  	
  Name:

  	
  Betsy Jocher

  
	
   

  	
  Title:

  	
  Vice President

  



 
















 


	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
  as a Lender and as a Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ NADINE BELL

  	
   

  
	
   

  	
  Name:

  	
  Nadine Bell

  
	
   

  	
  Title:

  	
  Senior Manager

  



 
















 


	
   

  	
  COMERICA BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ MICHELE L. JONES

  	
   

  
	
   

  	
  Name:

  	
  Michele L. Jones

  
	
   

  	
  Title:

  	
  Vice President – Texas Division

  
						



 
















 


	
   

  	
  FLEET NATIONAL BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ JEFFREY H. RATHKAMP

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey H. Rathkamp

  
	
   

  	
  Title:

  	
  Director

  



 
















 


	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ RUSSELL A. JOHNSON

  	
   

  
	
   

  	
  Name:

  	
  Russell A. Johnson

  
	
   

  	
  Title:

  	
  Vice President

  



 
















 


	
   

  	
  TORONTO DOMINION, (TEXAS), INC.

  
	
   

  	
  as a Lender and as a Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ NEVA NESBITT

  	
   

  
	
   

  	
  Name:

  	
  Neva Nesbitt

  
	
   

  	
  Title:

  	
  Vice President

  



 
















 


	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ KIMBERLY COIL

  	
   

  
	
   

  	
  Name:

  	
  Kimberly Coil

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ JOHN CLARK

  	
   

  
	
   

  	
  Name:

  	
  John Clark

  
	
   

  	
  Title:

  	
  Vice President

  



 
















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON

  
	
   

  	
  acting through its Cayman
  Island branch
as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ JAY CHALL

  	
   

  
	
   

  	
  Name:

  	
  Jay Chall

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ VANESSA GOMEZ

  	
   

  
	
   

  	
  Name:

  	
  Vanessa Gomez

  
	
   

  	
  Title:

  	
  Associate

  



 
















 


	
   

  	
  BANK OF AMERICA N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ JEFFREY H. RATHKAMP

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey H. Rathkamp

  
	
   

  	
  Title:

  	
  Director

  



 
















 


	
   

  	
  KEY BANK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ THOMAS RAJAN

  	
   

  
	
   

  	
  Name:

  	
  Thomas Rajan

  
	
   

  	
  Title:

  	
  Vice President

  



 
















 


	
   

  	
  FORTIS CAPITAL CORP.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ DARRELL W. HOLLEY

  	
   

  
	
   

  	
  Name:

  	
  Darrell W. Holley

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ DAVID MONTGOMERY

  	
   

  
	
   

  	
  Name:

  	
  David Montgomery

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 
















 


	
   

  	
  WASHINGTON MUTUAL BANK, FA,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ RUSSELL R. OTTS

  	
   

  
	
   

  	
  Name:

  	
  Russell R. Otts

  
	
   

  	
  Title:

  	
  Vice President

  



 
















 


	
   

  	
  WELLS FARGO BANK, NA

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ REED V. THOMPSON

  	
   

  
	
   

  	
  Name:

  	
  Reed V. Thompson

  
	
   

  	
  Title:

  	
  Vice President

  



 
















 


EXHIBIT A


 


THIRD AMENDMENT TO CANADIAN CREDIT AGREEMENT


 


(attached)


 
















 


ANNEX A


 


COMMITMENT PERCENTAGES


 


	
  LENDER

  	
   

  	
  COMMITMENT PERCENTAGE

  
	
   

  	
   

  	
   

  
	
  Bank One, NA

  	
   

  	
  7.09770114942529%

  
	
  1 Bank One Plaza

  	
   

  	
   

  
	
  Mail Code IL1-0634

  	
   

  	
   

  
	
  Chicago, Illinois 60670-0634

  	
   

  	
   

  
	
  Attention:

  	
  Jim Moore

  	
   

  	
   

  
	
  Telephone:

  	
  312.385.7057

  	
   

  	
   

  
	
  Facsimile:

  	
  312.385.7096

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BNP Paribas

  	
   

  	
  6.55172413793104%

  
	
  1200 Smith Street, Suite 3100

  	
   

  	
   

  
	
  Houston, Texas  77002

  	
   

  	
   

  
	
  Attention:  David Dodd with a
  copy to Polly Schott

  	
   

  	
   

  
	
  Telephone:  713.982.1156

  	
   

  	
   

  
	
  Facsimile:  713.659.6915

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  2.72988505747126%

  
	
  1111 Fannin, 10th Floor

  	
   

  	
   

  
	
  Houston, Texas  77002

  	
   

  	
   

  
	
  Attention:  Janené English

  	
   

  	
   

  
	
  Telephone:  713.750.2501

  	
   

  	
   

  
	
  Facsimile:  713.427.6307

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  6.55172413793104%

  
	
  1100 Louisiana, Suite 2000

  	
   

  	
   

  
	
  Houston, Texas  77002

  	
   

  	
   

  
	
  Attention:

  	
  Greg Smith

  	
   

  	
   

  
	
  Telephone:

  	
  713.759.3440

  	
   

  	
   

  
	
  Facsimile:

  	
  713.752.2425

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Comerica Bank

  	
   

  	
  6.00574712643678%

  
	
  1601 Elm Street, 2nd Floor

  	
   

  	
   

  
	
  Dallas, Texas  75201

  	
   

  	
   

  
	
  Attention:

  	
  Michele Jones with a copy to Cathy Watson

  	
   

  	
   

  
	
  Telephone:

  	
  214.969.6564

  	
   

  	
   

  
	
  Facsimile:

  	
  214.969.6561

  	
   

  	
   

  



 
















 


	
  Fleet National Bank

  	
   

  	
  13.10344827586210%

  
	
  100 Federal Street, MA DE 10008A

  	
   

  	
   

  
	
  Boston, Massachusetts  02110

  	
   

  	
   

  
	
  Attention:  Jeffrey Rathkamp

  	
   

  	
   

  
	
  Telephone:  617.434.9061

  	
   

  	
   

  
	
  Facsimile:  617.434.3652

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Toronto Dominion, (Texas), Inc.

  	
   

  	
  6.55172413793104%

  
	
  900 Fannin, Suite 1700

  	
   

  	
   

  
	
  Houston, Texas  77010

  	
   

  	
   

  
	
  Attention:  Bobby Poirrier with
  a copy to Diana Jugon

  	
   

  	
   

  
	
  Telephone:  713.653.8221

  	
   

  	
   

  
	
  Facsimile:  713.652.2647

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Union Bank of California, N.A.

  	
   

  	
  6.27873563218391%

  
	
  500 North Akard Street, Suite 4200

  	
   

  	
   

  
	
  Dallas, Texas  75201

  	
   

  	
   

  
	
  Attention:  Randall Osterberg

  	
   

  	
   

  
	
  Telephone:  214.922.4205

  	
   

  	
   

  
	
  Facsimile:  214.922.4209

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Credit Suisse First Boston Cayman Branch

  	
   

  	
  6.55172413793104%

  
	
  11 Madison Avenue

  	
   

  	
   

  
	
  New York, New York  10010

  	
   

  	
   

  
	
  Attention:  James Moran

  	
   

  	
   

  
	
  Telephone:  212.325.9176

  	
   

  	
   

  
	
  Facsimile:  212.325.8615

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:  Denise Alvarez

  	
   

  	
   

  
	
  Telephone:  212.538.0935

  	
   

  	
   

  
	
  Facsimile:  212.325.8615

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bank of America N.A.

  	
   

  	
  4.09482758620690%

  
	
  1201 Main Street, 6th Floor

  	
   

  	
   

  
	
  Dallas, Texas  75202

  	
   

  	
   

  
	
  Attention:  Mark Formby

  	
   

  	
   

  
	
  Telephone:  214.508.4711

  	
   

  	
   

  
	
  Facsimile:  214.508.4858

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Key Bank

  	
   

  	
  8.62068965517241%

  
	
  127 Public Square

  	
   

  	
   

  
	
  Cleveland, Ohio 44114

  	
   

  	
   

  
	
  Attention:  Anita Anders

  	
   

  	
   

  
	
  Telephone:  216.689.4448

  	
   

  	
   

  
	
  Facsimile:  216.689.5962

  	
   

  	
   

  



 
















 


	
  Fortis Capital Corp.

  	
   

  	
  8.62068965517241%

  
	
  15455 North Dallas Parkway

  	
   

  	
   

  
	
  Suite 1400

  	
   

  	
   

  
	
  Addison, Texas  75001

  	
   

  	
   

  
	
  Attention:  Elice Tracey

  	
   

  	
   

  
	
  Telephone:  203.705.5778

  	
   

  	
   

  
	
  Facsimile:  203.705.5898

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Washington Mutual

  	
   

  	
  8.62068965517241%

  
	
  3200 Southwest Freeway

  	
   

  	
   

  
	
  Suite 1547

  	
   

  	
   

  
	
  Houston, Texas  77027

  	
   

  	
   

  
	
  Attention:  Patricia K. Baker

  	
   

  	
   

  
	
  Telephone:  713.543.7057

  	
   

  	
   

  
	
  Facsimile:  713.543.6605

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
  Washington Mutual

  	
   

  	
   

  
	
   

  	
  3200 Southwest Freeway, Suite
  1606

  	
   

  	
   

  
	
   

  	
  Houston, Texas 77027

  	
   

  	
   

  
	
   

  	
  Attention:  Russell R. Otts

  	
   

  	
   

  
	
   

  	
  Telephone:  713.543.7745

  	
   

  	
   

  
	
   

  	
  Facsimile:  713.543.7114

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wells Fargo Bank, NA

  	
   

  	
  8.62068965517241%

  
	
  1740 Broadway, 3rd Fl

  	
   

  	
   

  
	
  Mail Code C730

  	
   

  	
   

  
	
  Denver, Colorado  80274

  	
   

  	
   

  
	
  Attention:  Tanya Ivie

  	
   

  	
   

  
	
  Telephone:  303.863.6102

  	
   

  	
   

  
	
  Facsimile:  303.863.2729

  	
   

  	
   

  



 
















 


PRICING SCHEDULE


 


APPLICABLE MARGIN


 


	
  Borrowing
  Base Usage

  	
   

  	
  Applicable Margin

  for Floating Rate

  Loans

  	
   

  	
  Applicable Margin for

  Eurodollar Loans

  	
   

  	
  Applicable Margin

  for 

  Unused

  Commitment Fee

  	
   

  
	
  Greater than or equal to 90%

  	
   

  	
  1.00

  	
  %

  	
  2.00

  	
  %

  	
  .50

  	
  %

  
	
  Greater than or equal to 75% and less than
  90%

  	
   

  	
  .75

  	
  %

  	
  1.75

  	
  %

  	
  .50

  	
  %

  
	
  Greater than or equal to 50% and less than
  75%

  	
   

  	
  .50

  	
  %

  	
  1.50

  	
  %

  	
  .375

  	
  %

  
	
  Less than 50%

  	
   

  	
  .25

  	
  %

  	
  1.25

  	
  %

  	
  .25

  	
  %